1013149--3/6/2006--ICT_GROUP

related topics

{product, market, service}

{system, service, information}

{customer, product, revenue}

{stock, price, operating}

{personnel, key, retain}

{property, intellectual, protect}

{acquisition, growth, future}

{operation, international, foreign}

{provision, law, control}

{operation, natural, condition}

{financial, litigation, operation}

{regulation, government, change}

{cost, operation, labor}

{competitive, industry, competition}

RISKS RELATING TO OUR BUSINESS We may not be able to manage our growth effectively, which could adversely affect our results of operations. If we are unable to keep pace with technological changes, our business will be harmed. Our results of operations may be subject to significant fluctuations. Our contracts often are short-term or may be subject to early termination by our clients, which could cause our operating results to fluctuate. We generate a significant portion of our revenue from a small number of major clients. We depend on particular industries for a majority of our revenues. We may be unable to cost-effectively hire or retain qualified personnel, which could materially increase our costs. Our profitability will be adversely affected if we do not maintain sufficient capacity utilization. Interruptions or failures of our technology infrastructure could harm our business and reputation. A significant interruption in telephone service could harm our business. Any future acquisitions we decide to undertake will involve risks. Our international operations are susceptible to business and political risks that could adversely affect our results of operations. Future litigation may result in significant costs for defense purposes or for settlement purposes, both of which may or may not be covered by our current insurance programs. Litigation may also take away management focus from the business and could significantly impact our financial results. Our business could be significantly disrupted if we lose members of our management team. We may not be able to effectively win business against our competition. If the trend toward outsourcing or the growth in the industries we serve decreases, our growth may suffer. Consumer resistance to our services could harm our industry. Government regulation of our industry and the industries we serve may increase our costs and restrict the operation and growth of our business. Terrorism and the possibility of further acts of violence or war may have a material adverse effect on our operations. Security and privacy breaches of the systems we use to protect personal data could adversely affect our business, results of operations and financial condition. Our business may be affected by the success of our clients. We may not be able to adequately protect our proprietary information or technology. Our technology and services may infringe upon the intellectual property rights of others. RISKS RELATING TO OUR COMMON STOCK A Voting Trust controlled by our Chief Executive Officer and one of our directors controls 35% of our outstanding common stock. Our stock price has been and may continue to be highly volatile. Anti-takeover provisions in our articles of incorporation, bylaws and Pennsylvania law and the right of our board of directors to issue preferred stock without shareholder approval could make a third-party acquisition of us difficult.

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1013149--3/6/2006--ICT_GROUP_INC